Director Perceptive Advisors Llc was granted 1,319,026 shares (SEC Form 4)
$ATHA
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Athira Pharma, Inc. [ ATHA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/23/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/23/2025 | A | 989,270 | A | $6.35(1) | 1,529,566 | I | See Footnotes(2)(9) | ||
| Common Stock | 12/23/2025 | A | 329,756 | A | $6.35(1) | 329,756 | I | See Footnotes(3)(9) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Pre-Funded Warrant (right to buy) | $0.001 | 12/23/2025 | A | 1,372,935 | 12/23/2025(10) | (4) | Common Stock | 1,372,935 | $6.349 | 1,372,935 | I | See Footnotes(2)(9) | |||
| Series A Warrant (right to buy) | $6.35 | 12/23/2025 | A | 3,838,583 | (5)(10) | (5) | Common Stock | 3,838,583 | $6.35(1) | 3,838,583 | I | See Footnotes(2)(9) | |||
| Series B Warrant (right to buy) | $7.62 | 12/23/2025 | A | 3,543,307 | (6)(10) | (6) | Common Stock | 3,543,307 | $6.35(1) | 3,543,307 | I | See Footnotes(2)(9) | |||
| Pre-Funded Warrant (right to buy) | $0.001 | 12/23/2025 | A | 457,645 | 12/23/2025(10) | (4) | Common Stock | 457,645 | $6.349 | 457,645 | I | See Footnotes(3)(9) | |||
| Series A Warrant (right to buy) | $6.35 | 12/23/2025 | A | 1,279,526 | (5)(10) | (5) | Common Stock | 1,279,526 | $6.35(1) | 1,279,526 | I | See Footnotes(3)(9) | |||
| Series B Warrant (right to buy) | $7.62 | 12/23/2025 | A | 1,181,101 | (6)(10) | (6) | Common Stock | 1,181,101 | $6.35(1) | 1,181,101 | I | See Footnotes(3)(9) | |||
| Pre-Funded Warrant (right to buy) | $0.001 | 12/23/2025 | A | 5,502,402 | (7)(11) | (7) | Common Stock | 5,502,402 | (7) | 5,502,402 | I | See Footnotes(8)(9) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Represents the combined purchase price for each share of Common Stock and accompanying Series A Warrant and Series B Warrant. |
| 2. The securities are directly held by Perceptive Life Sciences Master Fund Ltd. (the "Master Fund"). Perceptive Advisors LLC (the "Advisor") serves as the investment manager of Master Fund. Joseph Edelman is the managing member of the Advisor. |
| 3. The securities are directly held by Perceptive Xontogeny Venture Fund II, LP ("PXV II"). Perceptive Venture Advisors, LLC (the "Venture Advisor") serves as the investment manager of PXV II and is controlled by the Advisor, and Perceptive Xontogeny Venture II GP, LLC ("PXV GP") is the general partner of PXV II. Mr. Edelman is the managing member of PXV GP and the Advisor. |
| 4. The Pre-Funded Warrants do not expire. |
| 5. The Series A Warrants will be exercisable after the earlier of (1) the latest of (a) June 30, 2026, (b) the date on which the Issuer announces the enrollment of the 500th subject or the last subject, whichever is earlier, in its ELAINE-3 trial, and (c) the date on which the U.S. Food and Drug Administration approves or issues a complete response letter to Eli Lilly & Co.'s marketing application for imlunestrant in combination with abemaciclib in breast cancer, and (2) October 31, 2026 (the "Series A Expiration Date") and expire on the earlier of (1) the 30th day following the Series A Expiration Date and (2) December 23, 2030. |
| 6. The Series B Warrants will be exercisable after the later of (1) June 30, 2026 and (2) the date of the completion of the public readout of topline results of the Issuer's ELAINE-3 trial. (the "Series B Expiration Date") and expire on the earlier of (1) the 30th day following the Series B Expiration Date and (2) December 23, 2030. |
| 7. The securities were issued to Sermonix Pharmaceuticals, Inc. ("Sermonix") in exchange for the grant of certain licenses and rights by Sermonix to the Issuer. The Pre-Funded Warrants will become exercisable upon receipt by the Issuer of stockholder approval such that the Pre-Funded Warrants can be exercised at any time without restriction or additional stockholder approval. The Pre-Funded Warrants do not expire. |
| 8. The securities are directly held by Sermonix. An affiliate of the Advisor currently holds approximately 29% of the outstanding capital stock of Sermonix (excluding securities convertible into shares of Sermonix capital stock). Pursuant to General Instruction 4.b.(iv) of Form 4, the Reporting Persons with this filing have reported the entire amount of Sermonix's interest in the securities, rather than the Reporting Person's proportionate interest in the securities held by Sermonix. |
| 9. Each of Mr. Edelman, the Advisor, the Master Fund and PXV II disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. |
| 10. The terms of the Pre-Funded Warrants, Series A Warrants and Series B Warrants provide that such warrants may not be exercised if, after such exercise, the Reporting Persons, together with their Attribution Parties (as defined in the warrants) would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 19.99% of the shares of Common Stock then issued and outstanding after giving effect to such exercise (the "Beneficial Ownership Limitation"). As of the date hereof, the Beneficial Ownership Limitation does not permit the Master Fund or PXV II to exercise any of their Warrants. |
| 11. The terms of the Pre-Funded Warrants provide that such warrants may not be exercised if, after such exercise, Sermonix, together with its Attribution Parties (as defined in the warrants) would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 4.99% of the shares of Common Stock then issued and outstanding after giving effect to such exercise (the "Sermonix Beneficial Ownership Limitation"). As of the date hereof, the Sermonix Beneficial Ownership Limitation does not permit Sermonix to exercise any of its Warrants. |
| /s/ Joseph Edelman - for Perceptive Life Sciences Master Fund Ltd., By: Perceptive Advisors LLC, its investment manager, By: Joseph Edelman, its managing member | 12/23/2025 | |
| /s/ Joseph Edelman - for Perceptive Advisors LLC, By: Joseph Edelman, its managing member | 12/23/2025 | |
| /s/ Joseph Edelman | 12/23/2025 | |
| /s/ Joseph Edelman, for Perceptive Xontogeny Venture Fund II, L.P., By: Perceptive Xontogeny Ventures II GP, LLC, its general partner, By: Joseph Edelman, its managing member | 12/23/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||